The X Factor Night Two: Why Did a 13-Year-Old Make the Judges' Jaws Drop?

The second night of The X Factor's Season 2 premiere featured the good, the bad and the very attractive (if untalented). A Britney Spears stalker took the stage, an overconfident diva got shut down by Simon Cowell, and a 13-year-old wowed the judges with a rendition of Nina Simone's "Feeling Good" that soared beyond her years.

The show featured highlights of auditions in San Francisco and Providence, with the judges finding the talent pool in the former city lacking to say the least.

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"I feel like we've not seen a bona fide star today," judge L.A. Reid said after a long day of auditions summed up in a montage of dismissals. "This is frustrating to me."

But that's not to say the West Coast taping was entirely unmemorable. Here are the top highlights from Thursday's X Factor:

1. An antagonist is born
From the minute the camera panned to 22-year-old dancer Lexa Berman, in line for the California auditions, viewers could tell she was going to be trouble. "I'm here to win and dominate," Berman told the camera, borrowing a line from every villain in the history of reality TV. "I'm the one to look out for." The judges didn't agree. After stopping Berman's performance halfway through, Cowell told her: "You're Jersey Shore meets the Kardashians. ... You're not the best singer in the world, but I like your attitude. The problem is that most people won't like you." Though Cowell ultimately gave Berman a sympathy yes-vote, she was dismissed after receiving nos from Spears, Reid and Demi Lovato.

2. Creeper alert!
Oh dear. One of the auditions in Providence came from Pat Ford, 19, who was filmed telling other hopefuls before taking the stage that he thought Spears might be his sister. "I would do anything just to get a glimpse of her in person," he said before taking the stage armed with a bouquet of roses for Spears. For his song, Ford opted for — what else? — Spears' "Circus," but his off-key, off-tempo take on it drew boos from the crowd and horrified looks from Spears and the rest of the judges. (Ford also auditioned for American Idol in 2010, with Spears' "Womanizer.") After he was summarily dismissed, a dejected Ford said: "That was a disaster. ... It's just heartbreaking. She is my idol." Cowell's take? "That defines the word uncomfortable."

3. Carly Rose Sonenclar
Talk about jaw-dropping. When 13-year-old Carly Rose Sonenclar took the stage in Providence and told the judges she would be performing Nina Simone's "Feeling Good," their skepticism was almost palpable. But within the first couple of bars, Sinclair had put any doubts to rest with her soul-stirring imitation of the legend. As Reid put it, throwing up his hands: "What?!" And Spears told her: "You are a little diva. You are unbelievable. You are amazing. I was not expecting that. ... All of us completely are in love with you."

4. Unanimous yeses
Three of the performers — Sonenclar, 16-year-old Johnny Maxwell and 34-year-old Jason Brock — earned across-the-board yeses from the judges, making them early frontrunners in the competition. Maxwell performed an original rap song, after which Reid told him: "You are exactly what we need." Brock tackled Billy Joel's "A New York State of Mind," earning high praise from all the judges. Spears called his rendition "magnificento."

The X Factor returns next Wednesday at 8/7c on Fox.